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Chamber seeks clarifications on postal ballot provisions

Richa Mishra

NEW DELHI, June 25

THE Federation of Indian Chambers of Commerce and Industry (FICCI) has sought clarifications from the Department of Company Affairs (DCA) on some `practical problems,' which will arise out of implementing the provisions of postal ballot.

Section 192A of the Companies Act provides that a period of 30 days from the date of posting shall be given to the shareholders to give their assent or dissent. The chamber wanted to know as to which date would be considered as the date posting, when the notice was posted over a number of days.

It was a well-known fact that post offices did not accept more than a particular number of registered letters at a time, FICCI said, adding that, whether the period of 30 days was to be counted from the dispatch of notice to an individual shareholder or it would be the last date of dispatch or the first date or the mean date.

Further, the said section provides that the company along with the notice will send a postage pre-paid envelope for facilitating the shareholders' reply to the ballot. It is not necessary that all shareholders will be residing in India only. How this req uirement would be complied with in regard to non-resident shareholders needed to be explained, the Chamber said.

It also needed to be clarified whether in respect of resolutions covered by postal ballot, all the shareholders had to vote only by postal ballot, or the shareholders present in the meeting should vote in the meeting and postal ballot would be for those shareholders who were not present, FICCI said.

The guidelines state that the provisions under Section 252 of the Companies Act will also be covered by postal ballot. Section 252 relates to minimum directors and sub-section 1 states how the small directors will be appointed. Does it mean that for smal l directors' appointment only, the postal ballot has to be considered or even for the appointment of minimum number of directors as prescribed in Section 252 the companies have to follow this procedure, FICCI says.

Clarity was also needed regarding the term `majority' as was used in the provisions as well as in the guidelines, FICCI said.

Further, the rules provide that the scrutiniser will submit his final report within 35 days from the date of issue of notice for AGM. FICCI has sought clarification as to who the report is to be submitted and considering that the scrutiniser will hardly get any time to do the needful it has urged the Government to think about revising the said period upwards.

Another important aspect on which the chamber had sought clarification was whether the electric mode would include electronic voting machine or it meant in terms of sending responses, shareholders could do so through e-mail and other facilities also.

Moreover, on items chosen for postal ballot whether postal ballot and voting at meeting could be done simultaneously, FICCI said. Also, how right would it be to pass a resolution with modification, in case a postal ballot is used to exercise ones voting rights needs to be answered, FICCI has queried.